Study Purpose: As a result of federal funding from the Carol M. White Physical Education Program (PEP) grant program, a physical education activity program was implemented in six middle schools in a large inner-city school district in the southwest. The purpose of this program innovation was promotion of lifetime physical activity and development of healthy lifestyles through the introduction of $50,000 in new physical education equipment per school. This portion of the study regards teachers’ perceptions of the activity program and the effects on their lives as teachers. Methods. This study was conducted with eleven teachers during the spring semester of 2003. Participants were full-time middle school physical education teachers. Approved human subjects protocols were used to obtain consent from participants. Data were collected before and after the intervention using audiotaped structured interviews. Constant comparison (LeCompte & Priessle, 1993) was used to analyze all transcribed interview data. Each researcher independently analyzed all interview data and agreement (100%) was reached on all categories and themes. Results & Conclusions: Interview data revealed contrasting themes, from Great New Ideas to I Felt Overwhelmed. Support also emerged as a very important theme. Teachers working closely with colleagues at their school who were also involved in the project reported a vastly different story than those working alone. However, this project also created tension between colleagues. Teachers on their own used very little of the new equipment and failed to unpack many boxes. Most commented on feeling overwhelmed with the vast amount of equipment dropped at their gym door. The stress of inventory and storage problems did not escape any teacher. Not one teacher, including those who worked closely with colleagues, was able to utilize all of the equipment. Our general concern and conclusion from this study points to a much larger issue – that of ill-informed and atheoretical projects funded through PEP grants which may be quite disruptive to the lives of teachers and their students. As Martha (second interview) reminded us, after referring to much of the new equipment as “toys”; “I think its [the program] not a bad idea, in terms of the activity, trying to make your classes more active…I don’t think you’re going to use them every day. It’s got to be incorporated with what you’re doing in your curriculum. It’s not your curriculum. Do not make that your curriculum. That’s just play. And I think PE is more than just play.”Keyword(s): . NA